UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 6, 2012
SPY INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51071 | 33-0580186 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2070 Las Palmas Drive
Carlsbad, California 92011
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (760) 804-8420
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 6, 2012, SPY Inc. (the “Company) held its Annual Meeting of Stockholders (the “Annual Meeting”) at the Company’s offices located at 2070 Las Palmas Drive, Carlsbad California 92011. Holders of an aggregate of 13,034,381 shares of the Company’s common stock at the close of business on April 17, 2012 were entitled to vote (the “Stockholders”) at the Annual Meeting. 11,282,045 shares of the Company’s common stock were represented at the Annual Meeting in person or by proxy. The proposals presented at the Annual Meeting and voting results for the same are set forth below:
Proposal 1 – Election of Directors
By the votes reflected below, the Stockholders elected the following individuals to serve as directors until the 2013 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
| Nominee |
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||
| Greg Andrews |
9,122,600 | 5,000 | — | 2,154,445 | ||||
| Harry Casari |
9,122,600 | 5,000 | — | 2,154,445 | ||||
| J. David Chute |
9,122,600 | 5,000 | — | 2,154,445 | ||||
| Fir Geenen |
9,122,600 | 5,000 | — | 2,154,445 | ||||
| Seth W. Hamot |
9,099,946 | 27,654 | — | 2,154,445 | ||||
| David Mitchell |
9,122,600 | 5,000 | — | 2,154,445 | ||||
| Carol Montgomery |
9,127,600 | — | — | 2,154,445 | ||||
| John Pound |
9,072,011 | 55,589 | — | 2,154,445 | ||||
| Stephen Roseman |
9,122,600 | 5,000 | — | 2,154,445 | ||||
| Greg Theiss |
9,122,600 | 5,000 | — | 2,154,445 |
Proposal 2 – Ratification of Independent Registered Certified Public Accountants
By the votes reflected below, the Stockholders ratified the appointment, by the Board of Directors, of Mayer Hoffman McCann P.C. as the Company’s independent registered certified public accountants for the year ending December 31, 2012:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 11,277,045 |
5,000 | — | — |
Proposal 3 – Approval of the SPY Inc. Amended and Restated 2004 Stock Incentive Plan
By the votes reflected below, the Stockholders approved the SPY Inc. Amended and Restated Stock Incentive Plan:
| Votes For |
Votes Against | Abstentions | Broker Non-Votes | |||
| 9,093,738 |
33,862 | — | 2,154,445 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: June 7, 2012 |
SPY INC. | |||||
| By: | /s/ Michael D. Angel | |||||
| Michael D. Angel Chief Financial Officer, Treasurer and Secretary | ||||||
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